TI Fluid Systems PLC — Proxy Solicitation & Information Statement 2019

Apr 9, 2019

Please detach and retain this section.

Admission card

Annual General Meeting of TI Fluid Systems plc to be held on 16 May 2019 at The May Fair Hotel, Stratton Street, London, W1J 8LT and will start at 9 am. Shareholder registration will be available from 8.30 am.

TI Fluid Systems

Please bring this admission card with you and present it at the registration desk if you are attending the Annual General Meeting.

Please read the explanatory notes overleaf and the notes accompanying the Notice of Meeting for full instructions.

E-Communication election form

Shareholder Reference number:

IMPORTANT INFORMATION REGARDING FUTURE SHAREHOLDER INFORMATION

The purpose of this Form is to give you the opportunity to confirm how you wish to receive TI Fluid Systems plc's shareholder information in the future. Unless an alternative delivery method is elected, shareholders will in future receive a notification by post that shareholder information and documentation, including the Company's Annual Report & Accounts, are available on the corporate website (www.tifluidsystems.com).

We encourage all our shareholders to elect to receive communications from TI Fluid Systems plc electronically as it has a number of advantages, including:

• reducing paper consumption and printing, helping the Company limit its environmental impact;
• easy access to and faster delivery of documents to shareholders; and
• cost savings to the Company on the delivery of documents.

Please consider and choose one of the following options:

Option 1 – Website Communication with postal notification

If you wish to view shareholder communications (for example, Annual Report & Accounts and notices of meeting) online rather than have them sent to you in hard copy, we will send to you a notification by post whenever they are added to the website. No action is required by you.

Option 2 – Website Communication with electronic notification

If you would prefer to receive notifications by email whenever shareholder communications are added to the website, please visit www.shareview.co.uk and register online.

Option 3 – Paper Communication

To receive all documents in traditional paper form please tick this box ☐ and return this Form to Equiniti, to arrive no later than 9 May 2019.

Please note that if you do not make a specific election by 9 May 2019, you will be deemed to have elected for Option 1 and you will receive a notification by post whenever Shareholder communications are added to the website.

Shareholder Reference Number

• +

DETACH HERE

• +

Voting ID

Task ID

Please detach and post this section. Alternatively, you can vote electronically at www.sharevote.co.uk using the above numbers.

Form of proxy

I/We

being (a) member(s)/a person nominated by (a) member(s) of the above-named Company to exercise the right to appoint a proxy, pursuant to Article 48 of the articles of association of the Company, hereby appoint the Chairman of the meeting or

(See Note 3 overleaf)

as my/our proxy or proxies to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on 16 May 2019 at The May Fair Hotel, Stratton Street, London, W1J 8LT and will start at 9 am. Shareholder registration will be available from 8.30 am and at any adjournment of that meeting and to vote at that meeting as indicated below.

Please indicate how you wish your proxy or proxies to vote by inserting 'X' in the box below. Where no 'X' is inserted, and on any other resolutions proposed at the meeting, your proxy will vote or abstain from voting as he/she thinks fit.

☐ Please tick here if this proxy appointment is one of multiple proxies being made (and refer to Note 3 overleaf).

Name (BLOCK LETTERS)

Address (BLOCK LETTERS)

Signature

Date

• +

• +

Shareholder Reference Number

Please indicate your vote by marking a 'X' in the appropriate boxes.

Resolutions	For	Against	Vote withheld
1. To receive and adopt the Company's Annual Report and Accounts for the year ended 31 December 2018 together with the Reports of the Directors and of the Auditors thereon	☐	☐	☐
2. To approve the Directors' Remuneration Report	☐	☐	☐
3. To declare a final dividend of 5.94 euro cents per share	☐	☐	☐
4. To re-elect Manfred Wennemer as a Director	☐	☐	☐
5. To re-elect William L. Kozyra as a Director	☐	☐	☐
6. To re-elect Timothy Knutson as a Director	☐	☐	☐
7. To elect Andrea Dunstan as a Director	☐	☐	☐
8. To re-elect Paul Edgerley as a Director	☐	☐	☐
9. To elect Elaine Sarsynski as a Director	☐	☐	☐
10. To re-elect John Smith as a Director	☐	☐	☐
11. To re-elect Stephen Thomas as a Director	☐	☐	☐
12. To re-elect Jeffrey Vanneste as a Director	☐	☐	☐
13. To re-appoint PricewaterhouseCoopers LLP as auditors	☐	☐	☐
14. To authorise the Directors to determine the remuneration of the auditors	☐	☐	☐
15. To authorise the Directors to allot shares	☐	☐	☐
16. To disapply pre-emption rights*	☐	☐	☐
17. To further disapply pre-emption rights in connection with an acquisition or other capital investment*	☐	☐	☐
18. To authorise the Company to purchase its own shares*	☐	☐	☐
19. To authorise the Company to make political donations and incur political expenditure	☐	☐	☐
20. To permit general meetings (other than the Annual General meeting) to be called on 14 clear days' notice*	☐	☐	☐

*Special resolution

---

1. The right of members to vote at the Annual General Meeting is determined by reference to the register of members. As permitted by section 360B(3) of the Act and Regulation 41 of the Uncertificated Securities Regulations 2001, shareholders (including those who hold shares in uncertificated form) must be entered on the Company's share register at 6.30 pm on 14 May 2019 in order to be entitled to attend and vote at the Annual General Meeting. Such shareholders may only cast votes in respect of shares held at such time. Changes to entries on the relevant register after that time shall be disregarded in determining the rights of any person to attend or vote at the meeting.

2. All members are entitled to attend and vote at the meeting, whether or not they have returned a form of proxy.

3. To be effective, this form of proxy, duly executed together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) must be lodged at the Company Registrars at Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, not less than 48 hours (excluding any part of a day which is a non-working day) before the time appointed for the holding of the meeting or adjourned meeting.

4. A member can appoint a proxy electronically by visiting www.sharevote.co.uk. You will need your Voting I.D., Task I.D. and Shareholder Reference Number (this is the series of numbers printed under your name on the Form of Proxy). Full instructions are given on the website. The proxy appointment and instructions should reach Equiniti Limited not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof.

5. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID RA19) not later than 48 hours before the time appointed for holding the meeting, or 48 hours before any adjourned meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

6. If any other proxy is preferred, delete the words 'the Chairman of the Meeting or;' insert the full name of the proxy or proxies you wish to appoint and initial the alternation. If you are appointing more than one proxy you must indicate the number of shares in respect of which you are making this appointment, you should include the number in the box provided for your first named proxy and either obtain (an) additional proxy form(s) from the Registrars by phone on 0371 384 2030. Non-UK callers should dial +44 (0)212 415 7047. Lines are open 8.30 am to 5.30 pm, Monday to Friday (excluding public holidays in England and Wales). Or you may photocopy this form. Please return all the forms together and tick the box to indicate each form is one of multiple instructions being given. Please take care when completing the number of shares; if the total number of shares exceeds the total held by the member, all appointments may be invalid.

Freepost RTHJ-CLLL-KBKU
Equiniti
Aspect House
Spencer Road
LANCING
BN99 8LU